Types of Business EntityIn Vietnam, six types of business entities are permitted to operate in accordance to the new Law on Enterprises, taken into effect as of July 1, 2015.
|Private Company||1 individual||liable for all of its operations with his entire property||- The individual and the company is recognized as one
- each individual can only establish one private enterprise
|Limited Liability Company (LLC) – Single member||1 organization or individual||Full operational authority, liability within the company's charter capital||- Cannot issue shares|
- Foreign investment possible
- Foreign investors wishing to form an LLC in Vietnam must have an investment project
|Limited Liability Company (LLC) – Multi member||2~50 organizations or individuals||The members are liable for the financial obligations to the extent of their capital contributions.|
|Partnerships||2+ partners||unlimited liability for all obligations of the partnership||- Not common in Vietnam|
|Joint Stock Company||3+ shareholders||Liability limited to the value of the capital contributed||- Can issue shares and securities (only possible type)
- Foreign investment possible
|Representative office||Foreign companies with business relations or investment projects||may not conduct direct commercial or revenue generating activities||- not an independent legal entity and may not conduct direct commercial or revenue generating activities|
|Branch||Foreign companies with business relations or investment projects||permitted to conduct commercial activities||- only permitted in a few sectors (banking and law firms)
- not a common form of foreign direct investment
Requirements in order to register a limited liability company in Vietnam for foreign investor
1. Company Name
The company name must not be a duplicate of an existing company. We can check through our database system whether it is a duplicate or not.
2. Business activities
The business activities must comply with Law on Investment 2014, FTA Commitment and State Commitment. There are conditional fields of business and unconditional fields of business that control foreign investor business activities.
There is no minimum required on chartered capital for foreign investor except 12 conditional business fields listed as financial institutional, real estate trading, logistic, guard services, etc.
You need a minimum of one shareholder, who can be an individual or a corporate entity. In Vietnam, it is possible to have a company owned wholly by a foreign entity. In most small and medium companies, the shareholder may hold the director position. You will need to decide which support you will need from us.
|Client to decide with our support|
The director is the manager of the company, overseeing the overall operations. Vietnamese regulations do not require a minimum number of directors to be of Vietnamese citizen; foreign nationals can be appointed as directors. If you have difficulties in finding a local director, we can provide a nominee director service.
6. Company accountant and secretary
Every company needs an accountant and a secretary. The secretary is the administrator of the company, and takes care of all compliance aspects. The secretary is responsible for maintaining all the statutory registers, resolutions, minute books of the company. We provide a secretary service to ensure your company meets this requirement. Our accounting service includes accounting records analysis, tax computing, budgeting, auditing services and further financial advices.
7. Company address
The company must have a registered office address in Vietnam. We provide appropriate services to meet this requirement upon your request.
|Our additional services|
Incorporation procedure for foreign investor of a typical LLC1. Decide & check company name
2. Apply for certificate of investment registration
3. Obtain a business registration certificate
4. Make a company seal
5. Registration of the seal-sample at the Police Department
6. Open corporate bank account and obtain tax registration certificate
7. Register and publish for trade union for Vietnam General Confederation of Labor, Pay business license tax, Register with the local labor office to declare use of labor, Register employees with the Social Insurance Fund for the payment of health insurance and social insurance
8. If it is a conditional business field according to Vietnam law on investment, you will need to register for the sub-licenses based on specific field